Common use of TERMINATION AND SUSPENSION OF SERVICES Clause in Contracts

TERMINATION AND SUSPENSION OF SERVICES. 7.1 Termination of this Agreement for any reason shall not affect any rights or liabilities accrued at the termination date and all other rights and licences of the Customer under this Agreement shall terminate on the termination date. 7.2 You may terminate any Contract by providing at least 90 days’ written notice to us prior to the expiry of the Initial Period or Renewal Period, as the case may be. 7.2.1 You may terminate a Contract at any time as a result of our material breach of warranties under this Agreement which (if capable of remedy) remain un-remedied 40 days after written notice from you. 7.3 Without prejudice to any of our rights under this Agreement, we may terminate this Agreement and/or any Contract with immediate effect following service of a Termination Notice if: 7.3.1 You shall fail to observe or perform any term of this Agreement or shall be in breach of any term and such default or breach (if capable of remedy) shall continue un-remedied 20 days after notice in writing specifying the breach and requiring the same to be remedied has been given, or 7.3.2 You are adjudicated bankrupt or make a voluntary arrangement with your creditors or a receiver or manager is appointed over all or part of your assets or you are subject to an administration order or a winding up order is made against you or you go into liquidation except for the purposes of a scheme of re- construction or amalgamation or other similar events occur in relation to your solvency, or 7.3.3 You or any of your Associated Undertakings wilfully damages our reputation and good name, or 7.3.4 If in any period of 12 months there shall have been any delay or failure in performance under this Agreement on your part or resulting from any occurrence of an event or events of Force Majeure which delay, or failure shall have continued for an aggregate period of 6 months, or 7.3.5 We have reasonable grounds to suspect that you are involved in fraudulent or other unlawful activity. 7.4 Following the termination of this Agreement under clause 7.3: 7.4.1 You shall Immediately pay to us any sums due under this Agreement 7.4.2 Both parties shall discontinue the use of and (if and to the extent requested by the other party) destroy or deliver up to the requesting party all documentation containing Confidential Information of the requesting party and/or (to the extent requested by the requesting party) erase from any computer under its control any documents or files containing or referring to that Confidential Information in a manner that makes the erased data irrecoverable. You shall ensure that any measures you take under this clause will not permanently erase or damage any part of our network. 7.5 It is expressly agreed that we shall not be liable to pay any severance payment or compensation to you for loss of profits or loss of goodwill or for any other loss or damage howsoever arising as a result of the expiry or termination for whatever the reason of this Agreement. 7.6 Without prejudice to any other of our rights under this Agreement we may immediately suspend the provision of the Service (in whole or in part) without any liability whatsoever to you if we have served a Termination Notice under clause 7.3, or if you are in breach of your obligations under clause 5. 7.7 In the event of your termination of an Order within the Initial Period or any Renewal Period you shall be obliged to immediately pay to us: 7.7.1 100% of the remaining Monthly Charges set out in each Order from the termination date to the expiry of the Initial Period or Renewal Period, and; 7.7.2 Call and Usage Charges from the date of the Termination Notice to the expiry of the Initial Period or any Renewal Period for any Order which shall be based on the preceding 3 months’ Call and Usage Charges, or if terminated within the first 3 months following go-live, such Call and Usage Charges as shall have been reasonably anticipated by the Company. THE CUSTOMER HAS ACCEPTED THE PROVISIONS OF CLAUSE 7.7 AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SERVICES AND UNDERSTANDS THAT THE PRICE OF THE SERVICES WOULD BE SUBSTANTIALLY HIGHER WITHOUT SUCH AGREEMENT. 7.8 The provisions of clauses 8 and 9 shall survive termination of this Agreement.

TERMINATION AND SUSPENSION OF SERVICES. 7.1 Termination of this Agreement for any reason shall not affect any rights or liabilities accrued at the termination date and all 11.1 As well as our other rights under law and licences of the Customer under this Agreement shall terminate on the termination date. 7.2 You may terminate any Contract by providing at least 90 days’ written notice to us prior to the expiry of the Initial Period or Renewal Period, as the case may be. 7.2.1 You may terminate a Contract at any time as a result of our material breach of warranties under this Agreement which (if capable of remedy) remain un-remedied 40 days after written notice from you. 7.3 Without prejudice to any of our rights under in this Agreement, we may have the right to terminate this Agreement and/or or suspend our provision of Services to you without notice, and to be compensated by you for any Contract with immediate effect following service of a Termination Notice losses or expenses incurred by us, if: 7.3.1 You shall (i) you do not make payments to us when they are due or your Account Limit is exceeded; or (ii) you do not perform or observe any other obligation under this Agreement (a “breach”) and where you have breached this Agreement and that breach can be remedied, you fail to observe or perform any term of this Agreement or shall be in breach of any term and such default or breach (if capable of remedy) shall continue un-remedied 20 days after notice in writing specifying remedy the breach and within the reasonable time specified by us in our written notice requiring the same you to be remedied has been given, ordo so; 7.3.2 You are adjudicated bankrupt or make (iii) a voluntary arrangement with between you and your creditors is proposed, or a receiver or manager bankruptcy petition is appointed over all or part of your assets or you are subject to an administration order presented or a winding up bankruptcy order is made against you or you go into liquidation except are sequestrated or a receiver or trustee is appointed in respect of your estate; (iv) we have reason to believe that you have provided us with false, inaccurate or misleading information either for the purposes purpose of obtaining the Services and/or the Equipment from us or at any time during the provision of the Services and/or the Equipment; (v) you or another person at your premises commits, or is suspected in our reasonable opinion of committing, fraud or attempted fraud in connection with the use of the Services or the Equipment (including the use of the Services or the Equipment to commit or attempt to commit fraud); (vi) you do or allow anything to be done which is in breach of our User Policy; (vii); we are legally required to do so; (viii) you violate Section 20; or (ix) in our reasonable opinion it is otherwise necessary or desirable to do so. 11.2 Any exercise of our right to suspend the Services shall not exclude our right to later terminate this Agreement. We may refuse to restore the Services to you until we receive an acceptable assurance from you that there will be no further breach. 11.3 If, for reasons outside our control, the provision or maintenance of the Services to you proves impracticable, as determined in our sole discretion, we may discontinue the provision of the Services to you and refund you any Charges paid in advance by you to us. 11.4 If the Services are suspended as a result of a scheme of re- construction or amalgamation or other similar events occur in relation to your solvency, or 7.3.3 You or any of your Associated Undertakings wilfully damages our reputation and good name, or 7.3.4 If in any period of 12 months there shall have been any delay or failure in performance under this Agreement on your part or resulting from any occurrence of an event or events of Force Majeure which delay, or failure shall have continued for an aggregate period of 6 months, or 7.3.5 We have reasonable grounds to suspect that you are involved in fraudulent or other unlawful activity. 7.4 Following the termination breach of this Agreement under clause 7.3: 7.4.1 You shall Immediately pay by you, we may impose a Charge to us any sums due under this Agreement 7.4.2 Both parties shall discontinue reflect our costs incurred in connection with suspending and/or recommencing the use of and (if and to Services. In normal circumstances such Charge must be paid before the extent requested by the other party) destroy or deliver up to the requesting party all documentation containing Confidential Information of the requesting party and/or (to the extent requested by the requesting party) erase from any computer under its control any documents or files containing or referring to that Confidential Information in a manner that makes the erased data irrecoverableServices will be recommenced. You shall ensure that any measures you take under this clause will not permanently erase or damage any part of our network. 7.5 It is expressly agreed that we shall not continue to be liable to pay all Charges which are due for the Services and the Equipment during the period of suspension and any severance payment period in which you do not comply with this Agreement. Prior to restoring the Services following a breach of this Agreement by you (which restoration shall be at our absolute discretion), we may require assurances from you, a deposit from you or compensation to you for loss of profits or loss of goodwill or for any other loss or damage howsoever arising as a result restrict the provision of the expiry or termination for whatever the reason Services to you, in any form that we deem acceptable to ensure to our satisfaction that there will be no further breaches of this Agreement. 7.6 Without prejudice 11.5 As well as your other rights, you shall have the right to terminate this Agreement by notice to us in writing if we fail to perform or observe any other of our rights material obligation under this Agreement and (in the case of a breach capable of remedy) we may immediately suspend fail to remedy the provision breach within a reasonable time from receiving from you a written notice specifying such breach and requiring us to remedy it. 11.6 After the Minimum Period expires this Agreement will continue until it is terminated by either of you or us giving the other one month’s prior notice. You must pay all relevant Charges up to the end of that one month notice period. 11.7 If you terminate this Agreement before the end of the Service Minimum Period other than in the circumstances outlined in Paragraph 12 you must pay us a cancellation charges as per Paragraph 3. 11.8 Where this Agreement is terminated for any reason or if any of the Services are cancelled we will be entitled to retain any money (including deposit monies and/or advance payments) held by us, and to apply that money towards any obligation or debt which you may owe to us. 11.9 Termination or suspension of this Agreement for whatever reason may result in whole or in part) without any the deletion of your remaining voice and email messages as well as all other data, and the closure of your email accounts and the disconnection of your telephone numbers, and we will be under no liability whatsoever to you if we have served a Termination Notice under clause 7.3in respect of such deletion, or if you are in breach of your obligations under clause 5closure and disconnection. 7.7 In the event of your termination of an Order within the Initial Period or any Renewal Period you shall be obliged to immediately pay to us: 7.7.1 100% of the remaining Monthly Charges set out in each Order from the termination date to the expiry of the Initial Period or Renewal Period, and; 7.7.2 Call and Usage Charges from the date of the Termination Notice to the expiry of the Initial Period or any Renewal Period for any Order which shall be based on the preceding 3 months’ Call and Usage Charges, or if terminated within the first 3 months following go-live, such Call and Usage Charges as shall have been reasonably anticipated by the Company. THE CUSTOMER HAS ACCEPTED THE PROVISIONS OF CLAUSE 7.7 AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SERVICES AND UNDERSTANDS THAT THE PRICE OF THE SERVICES WOULD BE SUBSTANTIALLY HIGHER WITHOUT SUCH AGREEMENT. 7.8 The provisions of clauses 8 and 9 shall survive termination of this Agreement.

TERMINATION AND SUSPENSION OF SERVICES. 7.1 Termination 11.1 We may suspend the Services if We reasonably consider that performance of the Services may be illegal or may cause a risk of injury, illness or damage to people or property, until such time as the circumstances have been remedied (at Your cost) to Our reasonable satisfaction. Suspension of Services in accordance with this clause shall not entitle You to terminate the Agreement or make any Claim against Us. 11.2 You shall be deemed to have repudiated this Agreement for any reason shall not affect any rights or liabilities accrued at the termination date and all other rights and licences of the Customer under this Agreement shall terminate on the termination date. 7.2 You may terminate any Contract by providing at least 90 days’ written notice to us prior to the expiry of the Initial Period or Renewal Period, as the case may be. 7.2.1 You may terminate a Contract at any time as a result of our material breach of warranties under this Agreement which (if capable of remedy) remain un-remedied 40 days after written notice from you. 7.3 Without prejudice to any of our rights under this Agreement, we may terminate this Agreement and/or any Contract with immediate effect following service of a Termination Notice ifYou: 7.3.1 You shall (a) fail to observe pay any invoice by its due date or perform breach any other term of this Agreement or shall be in breach of any term and such You fail to remedy your default or breach (if capable of remedy) shall continue un-remedied 20 within 30 days after notice in writing specifying the breach and requiring the same We ask You to be remedied has been given, ordo so; 7.3.2 You are adjudicated bankrupt or make a voluntary arrangement with your creditors or a receiver or manager is appointed over all or part of your assets or you are subject to an administration order or a winding up order is made against you or you go (b) enter into liquidation except for the purposes of a scheme of re- construction arrangement with any of Your creditors, become bankrupt, insolvent, fail to comply with or amalgamation set aside a statutory demand or other similar events occur in relation have a liquidator, provisional liquidator, receiver or administrator appointed to your solvency, You; or 7.3.3 You (c) express or any of your Associated Undertakings wilfully damages our reputation and good nameevidence, or 7.3.4 If in any period of 12 months there shall have been any delay other than pursuant to Clause 2.3 or failure in performance under this Agreement on your part or resulting from any occurrence of clause 2.4, an event or events of Force Majeure which delay, or failure shall have continued for an aggregate period of 6 months, or 7.3.5 We have reasonable grounds intention to suspect that you are involved in fraudulent or other unlawful activity. 7.4 Following the termination of this Agreement under clause 7.3: 7.4.1 You shall Immediately pay to us any sums due under this Agreement 7.4.2 Both parties shall discontinue the use of and (if and to the extent requested no longer be bound by the other party) destroy or deliver up to the requesting party all documentation containing Confidential Information of the requesting party and/or (to the extent requested by the requesting party) erase from any computer under its control any documents or files containing or referring to that Confidential Information in a manner that makes the erased data irrecoverable. You shall ensure that any measures you take under this clause will not permanently erase or damage any part of our network. 7.5 It is expressly agreed that we shall not be liable to pay any severance payment or compensation to you for loss of profits or loss of goodwill or for any other loss or damage howsoever arising as a result of the expiry or termination for whatever the reason of this Agreement. 7.6 Without prejudice 11.3 If You repudiate this Agreement We may: (a) treat the Agreement as remaining on foot, continue to provide the Services and insist that You comply with Your obligations under this Agreement; (b) treat the Agreement as remaining on foot, but suspend the Services until such time as You are no longer in default under the Agreement; or (c) accept Your repudiation, terminate the Agreement, remove the Equipment from the Site and demand immediate payment of any unpaid invoices, amounts payable for services rendered but not invoiced as at the date of termination, costs payable by You for delivery, installation or removal of Equipment and any liquidated damages or other amounts that We are entitled to claim. 11.4 Where this Agreement is terminated pursuant to Clause 11.3(c), You must pay Us, in addition to any other amounts payable, liquidated damages calculated as follows: Liquidated Damages = (average monthly invoice amount during the 6 months preceding the month of our rights under this Agreement we may termination) x 12 / 365 x (number of days remaining in the Term immediately suspend the provision of the Service (in whole or in partprior to termination) without any liability whatsoever to you if we have served a Termination Notice under clause 7.3, or if you are in breach of your obligations under clause 5. 7.7 In the event of your termination of an Order within the Initial Period or any Renewal Period you shall be obliged to immediately pay to us: 7.7.1 100% of the remaining Monthly Charges set out in each Order from the termination date to the expiry of the Initial Period or Renewal Period, and; 7.7.2 Call and Usage Charges from the date of the Termination Notice to the expiry of the Initial Period or any Renewal Period for any Order which shall be based on the preceding 3 months’ Call and Usage Charges, or if terminated within the first 3 months following go-live, such Call and Usage Charges as shall have been reasonably anticipated by the Company. THE CUSTOMER HAS ACCEPTED THE PROVISIONS OF CLAUSE 7.7 AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SERVICES AND UNDERSTANDS THAT THE PRICE OF THE SERVICES WOULD BE SUBSTANTIALLY HIGHER WITHOUT SUCH AGREEMENT. 7.8 The provisions of clauses 8 and 9 shall survive termination of this Agreement.x 30%